UiPath Certified Professional

Candidate Agreement

Candidate Agreement v1.0 – April 2020 Page 1 of 11

CANDIDATE AGREEMENT .............................................................................................. 3
1. DEFINITIONS .................................................................................................................................... 3
2. CERTIFICATIONS AND CREDENTIALS .......................................................................................... 3
3. EXAM AND RECOGNITION .............................................................................................................. 3
4. CREDENTIALS, DESIGNATIONS AND LOGOS .............................................................................. 5
5. CONFIDENTIAL INFORMATION ...................................................................................................... 6
6. RECOGNITION INFORMATION ........................................................................................................ 7
7. TERMINATION .................................................................................................................................. 7
8. WARRANTIES ................................................................................................................................... 8
9. LIABILITY ........................................................................................................................................... 8
10. CHANGES AND MODIFICATIONS ................................................................................................... 9
11. OTHER PROVISIONS ....................................................................................................................... 9

EXHIBIT A - LOGO USAGE GUIDELINE ....................................................................... 11

Candidate Agreement v1.0 – April 2020 Page 2 of 11

 CANDIDATE AGREEMENT

The following terms and conditions shall govern your participation in the UiPath® Certified
Professional (“Program”). This Candidate Agreement (“Agreement”) is made between you and
the participating UiPath legal entity as applicable to your country, as per Section 11.2 below
(“UiPath”).

1. DEFINITIONS

• “Candidate” means any person taking an exam.

• “UiPath” means any UiPath entity and its existing or future affiliates.

• “Credential” means the type of recognition established by UiPath for each exam in the
Program.

• “Designation” means the title granted to you by UiPath, if you have successfully passed all
required exams and met all other requirements for the Credential associated with that title.

• “Logo” means the Program Logo established by UiPath associated with your Certificate and
Badge. You may become qualified to use the Logo only if you successfully pass all required
exams and meet all other requirements for the Credential associated with that Logo.

2. CERTIFICATIONS AND CREDENTIALS

2.1. Recognition. To achieve UiPath Certified Professional recognition for a Credential, you
must have (a) accepted this Agreement and (b) received from the Program Office an
acknowledgement that you have successfully passed an exam and met all other
requirements, if any.

2.2. Validity. Your UiPath Certified Professional Credential will not expire, though it may lose
market value over time. Depending upon your role and responsibilities, your employer
may want you to achieve the latest version of the Credential.

2.3. Term. The period during which you may use the Designation and Logo for a Credential
shall commence upon receiving notification from the Program Office that you have passed
an exam and shall continue for as long as your Certification is valid and in good standing.
If the Program Office establishes that the Candidate has cheated or used illegal means to
influence the process or results of an exam (as described in section 3.2.), UiPath has the
right to terminate the Credential and inform the Candidate of such termination.

3. EXAM AND RECOGNITION

3.1. Exam Results. Upon completing your exam, you will be provided a Score Report. This
score will be reviewed along with other information in your Exam record. You may view
your official Credential within 5 days after your Exam appointment at
https://www.certmetrics.com/uipath.

During this period, UiPath and/or its vendors (“Vendors”) may review your exam record for

Candidate Agreement v1.0 – April 2020 Page 3 of 11

 evidence of possible misconduct, scoring accuracy, and for response patterns that may
suggest your result does not represent a correct measure of your competence or
knowledge (measurement error). If a review of the exam record reveals possible
misconduct or measurement errors as stipulated in section 3.3., UiPath reserves the right
to immediately invalidate your exam score and any awarded recognitions.

3.2. Exam Fraud. Exam fraud includes any action or attempt by an individual or group of
individuals to influence the testing process and score through cheating. Any individual or
organization discovered to be engaging in these activities, whether willingly or not, is
subject to corrective action.

UiPath identifies the following activities as exam fraud:

• Falsifying your identity or impersonating another individual.
• Cheating, colluding, and/or copying exam questions.
• Seeking, obtaining, and/or using any materials or information containing actual exam
questions or protected exam material in forums or social networking sites.
• Reproducing, using, and/or disclosing any exam or test content in any form (digital,
print, verbal) to anyone before, during, or after the testing event.
• Soliciting or allowing another person to take an exam on your behalf.
• Retaking an exam in violation of UiPath Certified Professional Exam Retake Policy.
• Disclosing and/or distributing protected exam material. This includes sharing exam
questions with other exam test-takers, colleagues, your study group, etc.
• Giving or receiving unauthorized assistance when taking an exam.
• Possessing, referring to, or otherwise using any materials or equipment including,
but not limited to, cellular phones, hand-held computers, laptop computers, tablets,
electronic devices, removable drives, cameras, any recording devices or any writing
materials while taking an exam.
• Engaging or collaborating with companies selling exams and/or practice tests.
• Making notes of any kind if in a secure area of a test center except on the writing
materials that may be provided at the test center for this purpose.
• Altering the exam score and/or score report.
• Offering to sell, publish, display, distribute, disclose, or reproduce any part of any
exam or test content by any means including, but not limited to, web postings, formal
or informal preparation or discussion groups including communities of practice, chat
rooms, reconstruction through memorization, study guides, or by any other method
or in any materials.
• Creating derivative works from any part of any exam or test content or materials.
• Engaging in any conduct that is intended to, or results in, assisting or providing an
unfair advantage to others.
Any of the above behaviors may occur prior to taking the exam, during the exam, or after
the exam has been taken. You acknowledge and agree that UiPath or its designated
Vendors have the right to use statistical analyses and other necessary methods to
monitor for evidence of exam fraud. UiPath reserves the right to further investigate and
take appropriate remedial actions if such analyses reveal evidence of exam fraud. These

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 actions include, but are not limited to, requiring Candidates to offer proof that they
personally took an exam, revoking the awarded recognitions as described in section 3.3,
and/or requiring Candidates to retake an exam under controlled conditions.

Please note that practice test questions, exam questions, and answers which may be
available for purchase and/or download from the Internet are often outdated exam or
practice test questions and are Intellectual Property stolen from UiPath. Use of such
materials acquired from unauthorized sources is also considered exam fraud.

3.3. Revocation of your Recognition. UiPath Certified Professional measures your professional
competency through high-stakes, proctored exams and performs ongoing maintenance
and statistical analyses, including data forensics. If the validity of the exam result is
brought into question due to statistical anomalies identified during analyses, UiPath may
revoke, at its sole discretion, any or all recognitions you have acquired in the Program.
UiPath may also forbid you, either permanently or for a limited period of time, to acquire
future recognitions under any of the following circumstances:

3.3.1. If you breach any of the terms and conditions of this Agreement; or

3.3.2. If UiPath concludes, in its sole discretion, that you have participated in any action
that undermines the integrity and confidentiality of the Program; or

3.3.3. If UiPath determines that you have committed exam fraud as defined in section
3.2.

3.4. Employer Notification. If UiPath revokes your acquired recognitions pursuant to section
3.3, you hereby agree that UiPath may notify your employer or associated company and
respond to any inquiry by your employer or associated company about any changes
occurred in your recognition status. Ignorance of these clauses shall not change the
corrective action taken and cannot be considered a defense.

3.5. Business Conduct. You hereby agree that all the services you provide in your capacity as
a participant in the Program, including those which involve the use or display of a
Designation or Logo, shall be performed in a manner that (a) complies with all applicable
governmental laws and regulations, (b) protects the Confidential Information and other
Intellectual Property rights of UiPath, (c) does not harm or reflect negatively on UiPath’s
reputation, (d) avoids misleading, unethical, or illegal practices, and (e) does not make or
appear to make any guarantees, representations or warranties on behalf of UiPath or
UiPath products or services.

4. CREDENTIALS, DESIGNATIONS AND LOGOS

4.1. Permitted Use. Upon passing an exam, UiPath will grant you a non-exclusive, non-
transferable, non-assignable, non-sublicensable, personal, revocable right to designate
yourself with the applicable Designation and Logo and to use it only with the purpose of
marketing, advertising, and promoting your activities as a UiPath Certified Professional.
You are granted no other right, title, or license to the UiPath Trademarks.

4.2. Limitations of Use. You shall not use the Designation or Logo acquired in the Program in
a way that (a) infringes or damages UiPath’s rights, (b) negatively reflects on UiPath or
otherwise injures UiPath’s reputation, (c) misrepresents your relationship with UiPath and (d)
misleads or implies that the Designation or Logo applies to other individuals or

Candidate Agreement v1.0 – April 2020 Page 5 of 11

 organizations.

4.3. Logo Usage Guidelines. Any reproduction and use of the Designation and Logo shall be
made by complying with the Guidelines in EXHIBIT A. You shall use only UiPath supplied
Logo artwork and upon request, you agree to promptly provide representative examples
of your materials using the Designation or Logo.

4.4. Reservation of Rights. You acknowledge the value of the recognition associated with the
Credential and acknowledge that such recognition solely ensures the benefit of and
belongs to UiPath. UiPath shall retain all rights not specifically conveyed to you in this
Agreement and shall have the right to further grant permission to others to use the
Designation and Logo.

4.5. Protection of Logo and Designation. If deemed necessary, you agree to cooperate and
offer assistance to UiPath in order to ensure protection of UiPath’s rights in or to a
Designation or Logo.

4.6. Challenge of Rights. You agree not to challenge, interfere with, or bring any type of action
or legal or administrative proceeding in relation to the rights and title of UiPath in or to any
Designation or Logo.

4.7. Unauthorized Use, Registration. You agree not to file any application to register, in any
class and in any country, any trademark or service mark for any Designation or Logo or
any other mark confusingly similar to any Designation or Logo granted by UiPath. You
agree not to use any Designation or Logo except as expressly authorized under this
Agreement. You agree to immediately cease all use of all Logos and Designations upon
the termination of this Agreement.

5. CONFIDENTIAL INFORMATION

5.1. Confidential Information. You understand and agree that the tests, exams, and all
information obtained by you related to the tests and exams including, but not limited to,
the specific questions and the content, structure, and organization of the tests and/or
exams, is confidential and proprietary information of UiPath. All exams are offered for the
sole purpose of testing your knowledge in the subject matter referenced in the description
of the applicable exam.

You agree to maintain the confidentiality of the UiPath Certified Professional exams and
not disclose, whether verbally or in writing, the content of the exam or any part of the
exam including and without limitation to questions, answers, worksheets, computations,
drawings, diagrams, length or number of exam segments or questions, or any
communication, in whole or in part, in any form or by any means, oral or written, electronic
or mechanical, for any purpose, without the prior express written permission of UiPath.
This prohibition includes reproduction orally, in writing, in any Internet “chat room or
closed group,” message board, forum, or otherwise. Unauthorized disclosure of the
exam’s content could result in legal and/or disciplinary action.

5.2. Candidate Confidentiality. You agree that you will, both during and after the term of this
Agreement, (a) keep all Confidential Information related to the Program and take
reasonable measures in order to protect the Confidential Information, (b) not make use of
the Confidential Information unless expressly allowed under this Agreement, and (c) not
reproduce, use, transmit, publish, or disclose any exam content, in any form, including

Candidate Agreement v1.0 – April 2020 Page 6 of 11

 without limitation, verbal, written, electronic or any other means for any purpose.

5.3. Intellectual Property. UiPath does not grant you any rights other than the rights expressly
provided in this Candidate Agreement. UiPath retains all rights, title and interest including
any Intellectual Property rights to the Program and all related information, content, data,
exams, materials, and all copyrights, patent rights, trademark rights and other proprietary
rights therein. UiPath will pursue all available remedies to protect its exam content, its
Intellectual Property, and its Confidential Information, and all other proprietary information
and materials. This may include prosecution under applicable laws and seeking, to the
fullest extent of applicable law, civil and criminal penalties.

6. RECOGNITION INFORMATION

6.1. Sharing Candidate Information. You hereby acknowledge that UiPath is entitled, but is not
obligated, to make available to your employer and third parties information concerning
your recognition status, for any purpose. A third party may also independently
communicate with you directly regarding your results. You have the responsibility to
ensure that the information you provide as participant in the Program is accurate and
updated at all times.

6.2. Data Protection. You acknowledge and agree that UiPath and the Program Vendors may
collect, access, use, retain, transfer, disclose, or destroy (collectively, “Process”) your
Personally Identifiable Information including, without limitation to, your name, address,
telephone number, photograph, signature, and email address (“Personal Data”) for
analyses, research, fulfillment, marketing or other purposes deemed necessary or
appropriate to provide the services under this Agreement. Your Personal Data may be
transmitted or otherwise transferred outside of the country or geographic region in which
you reside or in which you took any UiPath Certification Exam.

You are aware that data protection regulations in other countries including, without
limitation, the United States of America, may not fully correspond with data protection
regulations in your region and may provide less effective protection. You represent and
warrant that any information that you provide to UiPath or its Vendors, including without
limitation, Personal Data, will be provided in accordance with all applicable laws and
regulations. Notwithstanding anything to the contrary in this Agreement, you acknowledge
and agree that (a) UiPath shall not be held liable or responsible for any inaccuracies or
omissions contained in your Personal Data or any other information at the time such data
is received by or on behalf of UiPath and (b) UiPath’s obligations and your rights under
this Agreement shall not apply to any Personal Data that is required by any applicable
law, government request, regulation, or judicial process, to be retained, disclosed or
disposed of.

6.3. Privacy Policy. We will process your personal data only on a sufficient legal basis
according to the applicable data protection laws. The legal basis can be one of the
following: (a) to fulfil our contractual obligations towards you, (b) your consent, (c)
legitimate interests, and/or (d) to comply with our legal obligations. For additional
information on UiPath’s policy on the protection of your personal data, see our Privacy
Policy. You can unsubscribe at any time.

7. TERMINATION

7.1. Termination by Either Party. Either party may terminate this Agreement for convenience

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 upon thirty (30) days written notice of termination to the other party.

7.2. Termination by UiPath. UiPath, in its sole discretion and without prejudice to any rights
UiPath may have under this Agreement or in law, equity or otherwise, may terminate this
Agreement at any time upon the occurrence of any one of the following events: (a) any
breach of this Agreement, (b) your disclosure without authorization from UiPath of any
trade secret or Confidential Information including, without limitation, any Confidential
Information as identified in section 5.1, (c) your failure to comply with the terms required
by UiPath for maintaining your Designation and Credential, (d) your misrepresentation of
your recognition status, (c) your use of a Logo or Designation in an inappropriate manner
which UiPath may believe could injure its reputation or rights, and (e) your offering of
misleading information regarding your application for Program registration or for
maintaining your status.

7.3. Termination Effect and Survival. Upon termination of this Agreement, all rights granted
hereunder shall be terminated completely. Except for specifically provided herein, you
shall immediately discontinue all use of Designations and Logos and you shall have no
further rights or obligations under this Agreement after its termination. Rights and
obligations under sections 4.4, 4.5, 4.6, 4.7, 5, 6, 7.3, 8, 9, and 11 of this Agreement shall
survive termination of this Agreement.

8. WARRANTIES

8.1. No Warranties. UiPath or its Vendors, makes no warranties of any kind (express, implied,
statutory or otherwise) in relation to services of this Agreement and does not give you any
right or authority to make any promises or offer warranties on behalf of UiPath or UiPath
products and services.

8.2. Disclaimer. UiPath assumes no liability whatsoever for any act or omission, whether
intentional, negligent or otherwise, of any Candidate pursuing Certification or recognition
under the Program.

9. LIABILITY

9.1. Limitation of Damages. UiPath shall not be liable for any indirect, consequential,
incidental, punitive, reliance, exemplary, or special damages, or for any loss of profits or
revenue arising from or otherwise related to this Agreement, your recognition status, your
failure to achieve or maintain your Credentials, your use or inability to use the acquired
Designations or Logos, or the termination of your recognition in the Program, whether the
claim arises from contract or tort and regardless of the theory of liability, even if UiPath
has been advised of the possibility of such damages. UiPath’s liability for damages
hereunder shall not exceed the exam fees actually paid by you to UiPath. Notwithstanding
anything contrary in this Agreement, the remedies set forth herein shall apply even if such
remedies fail their essential purpose and to the greatest extend permitted by law.

9.2. Indemnification. You agree to indemnify, defend, and hold harmless UiPath from any
claims, damages, liabilities, costs, and expenses including, but not limited to, court costs
and attorney’s fees arising, in whole or in part, from your acts or omissions regarding this
Agreement including: (a) any breach of this Agreement including by you, (b) any personal
injury, product liability, property damage or other claims which are caused, directly or
indirectly, in whole or in part, by any act or omission by you, (c) any claim alleging that
your services or solutions were performed, sold or promoted in an unauthorized,

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 deceptive, illegal, incomplete, negligent or improper manner, (d) your use or misuse of the
Intellectual Property or Confidential Information of UiPath, or any third party, and (e)
UiPath’s termination of this Agreement or your recognition status pursuant to the terms of
this Agreement.

10. CHANGES AND MODIFICATIONS

10.1. Right to Change. UiPath reserves the right to discontinue or change the Program at any
time including, but not limited to, additions, deletions or other modifications to the
requirements for acquiring and/or maintaining your recognition status, exam content,
exam passing score, testing policies, addition of new Credentials, Designations and
Logos, and deletion, modification or replacement of any Credential, Designation or Logo.
Changes regarding the Program will be posted on the UiPath Certified Professional
website.

10.2. Changes Effect. UiPath may change the requirements for maintaining a recognition for the
Credential you have earned in the Program. In such cases, you must comply with the new
requirements. Failure to comply with the new or modified requirements will lead to your
recognition for that Credential being terminated. As such, you shall cease all use of the
Designation or Logo associated with that Credential. It is your responsibility to monitor and
comply with the posted Program information and requirements for any modifications
potentially affecting your recognition status. By continuing to participate in the Program
(including use of any Designation or Logo), you hereby agree to be bound by these
changes.

11. OTHER PROVISIONS

11.1. Injunction. You acknowledge and recognize that a material breach by you of any of your
undertakings hereunder shall cause UiPath irreparable damage or loss, which cannot be
promptly remedied in monetary damages in an action at law. As such, upon a sufficient
showing of material breach and without further evidence of irreparable damage other than
this acknowledgment, UiPath shall be entitled to pursue immediate equitable relief
including, but not limited to, both interim and permanent injunctions to stop such damage.
UiPath shall take this action in addition to its rights and remedies otherwise available at
law.

11.2. Governing Law and Jurisdiction. This Agreement is governed by the laws indicated below,
depending on your domicile/headquarters, without regard to conflicts of law provisions.
Parties hereby accept the exclusive jurisdiction of the competent courts of the Venue
indicated below and irrevocably waive any objection and defense (including, any defense
of an inconvenient forum) which either may have to the bringing or maintenance of any
such claim. THE PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN ANY CLAIM UNDER OR
IN CONNECTION WITH THIS AGREEMENT.

Participant UiPath Entity Governing Law Venue

United States of UiPath Inc., 90 Park Avenue, 20th New York law New York,
America, Canada Floor, New York, New York, State of
or Mexico 10016 United States New York,
(NAMER) United
States of
America

Candidate Agreement v1.0 – April 2020 Page 9 of 11

 Rest of the world UiPath SRL, 4 Vasile Alecsandri Romanian law Bucharest,
Str. and 11 Daniel Constantin Romania
Str., Building A, Floors 5 and 6,
District 1, 010639 Bucharest,
Romania

11.3. Waiver and Reservation of Rights. Failure to exercise, or delay in exercising, any right,
power or remedy under this Agreement shall not operate as a waiver and any single or
partial exercise of any right or remedy will not prevent any further or other exercise of any
of the same or other right or remedy. Any rights and remedies prescribed in this
Agreement are cumulative and not exclusive of any others provided by law. Any waiver of
any breach of this Agreement shall not be deemed to be a waiver of any subsequent
breach. UiPath reserves all rights not expressly granted under this Agreement.

11.4. No Assignment. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned, transferred, delegated or otherwise disposed of by you.
Notwithstanding the foregoing, UiPath may, without your prior consent, assign, transfer,
delegate or otherwise dispose of this Agreement or any of its rights, interests or
obligations hereunder to any of its affiliates.

11.5. Notices. All notices required by this Agreement must be sent to UiPath and addressed to:

UiPath Certified Professional Program Office

ATTN: certification@uipath.com

All notices to be mailed to you will be directed to the most recent email address we have
on file for you in the Program Office (UiPath Certification Manager - CertMetrics). It is your
responsibility to ensure that the Program Office has your current email and postal address.

11.6. Entire Agreement and Severability. This Agreement has the entire understanding between
UiPath and you and supersedes any prior written or oral agreement related hereof. Any
terms or conditions submitted to UiPath, do not form part of this Agreement and are void,
unless signed by authorized representatives. If any provision hereof is or becomes illegal,
invalid or unenforceable for any reason, all other provisions of this Agreement will remain
in force and will produce the intended legal effects.

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 EXHIBIT A - LOGO USAGE GUIDELINE

UiPath Certified Professional participants are encouraged to use and display the associated
Logos and Program Designations for earned Credentials upon successfully passing an exam
subject to the following conditions:

• Use the Logo on business cards Logo.

and company correspondence, • Do not alter the Logo in any
alone or in conjunction with the manner including proportions,
Program acronyms, depending on fonts, colors, elements, or location
space and the need for clarification. of any of the text in relationship to
the graphic element. Do not
• Logo must be placed in an area that animate, morph, or otherwise
affords ample space to “breathe,” distort its appearance.
free from any visual clutter that
competes with or obstructs the • Do not change or alter the Logo in
readability and importance of the any way, combine it with any other
Logo. trademark, or use it with any other
word, design, logo or element,
• Do not use the Logo with unless permitted in writing by
objectionable material (for UiPath.
example, material that is
defamatory, scandalous, • Logo must appear in approved
pornographic or illegal) or create UiPath colors.
derivative works based on the

Acronyms designed to distinguish the Program achievement levels and credential associated with
the achievement may be used alone or in conjunction with UiPath Certified Professional logos
previously mentioned.

Copyright © 2020 UiPath Inc. or its subsidiaries. All Rights Reserved. UiPath, and other trademarks are trademarks of UiPath Inc. or
its subsidiaries. Other trademarks may be the property of their respective owners.

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